This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulation No 596/2014
which is part of English law by virtue of the European (Withdrawal)
Act 2018, as amended. On publication of this announcement via
a Regulatory Information Service, this information is considered to
be in the public domain.
27 June 2024
Alteration Earth PLC ("ALTE" or the "Company")
Heads of Terms Signed and
Proposed Acquisition
Further to the announcement made on
24 June 2024, the Board is pleased to provide this further update.
As mentioned in the aforesaid announcement, whilst the Board was
disappointed that the proposed acquisition of Verdant Earth
Technologies Limited could not be progressed, the Board has been
actively exploring other potential acquisition opportunities,
including in a different sector of the market.
The Board is pleased to announce
that, yesterday, it entered non-binding heads of terms to acquire
the entire issued share capital of PRI0R1TY AI PLC, an unquoted
public limited company incorporated in England and Wales
("PRI0R1TY") in
consideration for an issue of new shares in the Company (the
"Proposed Acquisition").
The Proposed Acquisition is subject to legal, financial and other
due diligence and entry into a legally binding share purchase
agreement ("SPA"). As no
binding agreement has yet been reached, the Company cannot
guarantee that the Proposed Acquisition will proceed to
completion.
About PRI0R1TY
PRI0R1TY is
an artificial intelligence (AI) driven, data powered software as a
service (SaaS) solution that aims to help businesses at various
stages of their journey by creating efficiency through technology.
Its objective is to assist SMEs by providing a combination of
services derived from deep learning, data architecture and AI
models.
PRI0R1TY is
building a digital agent for automated business processes, whose
underlying technology is Priority Advisor, a bespoke AI-powered
advisory bot that uses Deep Learning and can engage investors,
customers or stakeholders either on a website, IM or email server.
It will collect data on customer interactions to enrich the
language model and build community interest maps that power content
creation and additional support services.
PRI0R1TY will have multiple product lines in four different verticals:
governance, financing, brand management and marketing; each product
will be driven by a custom artificial intelligence bot that is
built and trained specifically for each customer.
Background to the Proposed
Acquisition
The Company has, following recent
discussions, entered non-binding heads of terms with PRI0R1TY for
the acquisition of 100% of the issued share capital of
PRI0R1TY, to be satisfied
by the issue of new ordinary shares in the capital of the Company.
Assuming the Proposed Transaction is completed, the aggregate
transaction value is expected to be comprised of £12.5 million, £10
million of which would be attributed to the PRI0R1TY selling
shareholders and £2.5 million of which would be attributed to the
residual value retained by the ALTE shareholders. It is anticipated
that, in conjunction with the Proposed Acquisition, there will be
an equity financing to fund the future working capital requirements
of the enlarged group.
The Proposed Acquisition, if
completed, will result in the shareholders of PRI0R1TY having an
80% interest in the enlarged group.
Concurrent with the Proposed
Acquisition, the Company intends to seek to cancel the admission of
its ordinary shares to the standard segment of the Official List
and to cease trading on the London Stock Exchange's Main Market for
listed securities (the "Main
Market") and to apply for the admission of the ordinary
shares to trading on the AIM market ("AIM") of the London Stock Exchange
("AIM Admission"), the
Directors having concluded that AIM is a more appropriate market
for the enlarged group. As no final
decision has been made regarding the AIM Admission, specifically
given that the Company has not discussed its intentions with or
otherwise met any prospective nominated adviser ("Nomad") or broker (the appointment of
whom would be required so the Company could satisfy the AIM Rules
for Companies ("AIM
Rules")) and no Nomad has been able to assess the enlarged
group's suitability for AIM, the Company cannot guarantee that the
AIM Admission will occur.
The Proposed Acquisition and the AIM
Admission are conditional on, amongst other things:
1. obtaining the necessary regulatory approvals and any other
consents and waivers as may be required including (but not limited
to) the approval of ALTE shareholders, if deemed necessary, for
ALTE to acquire a target company in a sector other than clean
technology and/or clean, green and renewable
energy;
2. the
parties satisfactorily completing legal, financial and commercial
due diligence;
3. the parties agreeing,
signing and exchanging a legally binding SPA;
4. the parties passing the
necessary resolutions at their respective shareholder meetings to
approve the Proposed Acquisition and the AIM Admission (to the
extent required);
5. ALTE appointing a Nomad
for the purpose of the AIM Rules and such Nomad confirming the
enlarged group's eligibility for AIM;
6. subject to point 5
above, ALTE publishing an AIM admission document
and such document complying with the AIM Rules; and
7. subject to point
5 above, the AIM Admission
becoming effective,
(1
through 7
(inclusive), the "Conditions").
It is currently expected that should
the Proposed Acquisition proceed and subject to satisfaction of the
Conditions, the Proposed Acquisition will complete and readmission
of the enlarged share capital of the Company (whether on the Main
Market or on AIM) will become effective by no later than 31 January
2025.
At this stage, there can be no
guarantee that the Proposed Acquisition will complete nor as to the
final terms of the Proposed Acquisition. Further announcements and
updates will be made in due course.
Matthew Beardmore, Director of ALTE,
said: "We
believe the emergence and development of AI systems for business
improvement and efficiency will be a key growth sector, and we are
pleased to have secured an opportunity in this space. The PRI0R1TY
team has identified a clear market need and developed a
commercially viable product that provides scalable and adaptive
solutions powered by AI. We look forward to continuing to work with
them in the hope that we can conclude a successful transaction for
the benefit of our shareholders."
Enquiries
For further information, please
visit www.altearthplc.com or
contact:
Alteration Earth PLC
Matthew Beardmore
Director
T: +44 (0)20 4501 8549
Email: info@altearthplc.com
